Ellies Holdings Limited (JSE:ELI) entered into share sale agreement to acquire Magetz Electrical CC and Power on Wheels CC from Heidi Von Broembsen, Nicholas Von Broembsen, Suzanne Von Broembsen and Colin Sykes for approximately ZAR 200 million on February 1, 2023. The Consideration shall be settled as follows an initial payment of ZAR 72.6 million to be paid on the date of fulfilment or waiver of the conditions; and the balance payable through three earn out payments not exceeding in aggregate ZAR 130 million in respect of the 2023, 2024 and 2025 financial years. Ellies intends to fund the Consideration through a combination of equity and debt. The Acquisition is subject to the fulfilment or waiver, as the case may be, of the following conditions precedent the approval of the directors and shareholders of Ellies to the extent required; Magetz cc and Power On Wheels cc being converted to private companies; Ellies having completed to its satisfaction a due diligence investigation and the delivery of written notice in this regard to the members of Bundu Power; each of the members of Bundu Power entering into employment agreements with Bundu Power prior to April 30, 2023; each of the members of Bundu Power entering into non-competition agreements; and unconditional approval by the Competition Authorities or conditional approval accepted by both parties. The Conditions Precedent must be fulfilled by April 30, 2023, unless extended by the parties in writing. As of May 2, 2023, conditions Precedent must be fulfilled has been extended to August 31, 2023. As of September 1, 2023, conditions precedent must be fulfilled, has been extended to November 30, 2023. As of December 4, 2023, the Company, the Vendors and Bundu Power have now entered into an amended and restated share purchase agreement ("Amended Agreement"), deal value has been revised to ZAR207.6 million, the terms of which are : five interim payments of ZAR1 million each to be made to the Vendors in proportion to their shareholding in Bundu Power on each of 1 September 2023, 1 October 2023, 1 November 2023, 1 December 2023 and 3 January 2024; an initial payment of ZAR150 million to be paid on the date of fulfilment or waiver of the conditions precedent detailed in paragraph 6 below; and the balance payable through two deferred payments of ZAR26.3 million each ("Deferred Payments"), to be settled within 60 days of 29 February 2024 and 28 February 2025 respectively, being the financial year ends of Bundu Power.
The Conditions Precedent must be fulfilled by 31 January 2024, unless extended by the parties in writing. The Amended Agreement furthermore contains representations and warranties by Bundu Power and its members in favour of Ellies that are standard for a transaction of this nature. Java Capital (Proprietary) Limited acted as financial advisor in the transaction.

Ellies Holdings Limited (JSE:ELI) cancelled the acquisition of Magetz Electrical CC and Power on Wheels CC from Heidi Von Broembsen, Nicholas Von Broembsen, Suzanne Von Broembsen and Colin Sykes on January 31, 2024.